Terms of Service
LAST UPDATED: January 20th, 2021
YOUR ACCESS TO AND USE OF THE SITE AND SERVICES CONSTITUTES YOUR AGREEMENT TO THESE TERMS, WHICH CONSTITUTE A BINDING LEGAL CONTRACT. THIS AGREEMENT CONTAINS LIMITATIONS OF OUR LIABILITY TO YOU AND WAIVERS OF CERTAIN RIGHTS YOU MIGHT OTHERWISE HAVE, INCLUDING THE RIGHT TO PURSUE CLAIMS AGAINST US IN COURT. IF YOU DO NOT AGREE TO THE TERMS IN THIS AGREEMENT, YOU MUST DISCONTINUE USE OF THE SITE AND THE SERVICES. READ THE FOLLOWING TERMS AND DISCLAIMERS IN THIS AGREEMENT CAREFULLY BEFORE INDICATING YOUR ACCEPTANCE.
1. Changes to the Agreement.
Driftward reserves the right to update or make changes to this Agreement from time to time and may provide you with notice of such changes by any reasonable means, including without limitation, by posting the revised version of this Agreement on the Site or in connection with the Services. You can determine when this Agreement was last revised by referring to the “LAST UPDATED” legend at the top of this Agreement. Your access to or use of the Site or Services following changes to this Agreement will constitute your acceptance of those changes. Any changes to this Agreement shall not apply to any dispute between you and Driftward arising prior to the date on which Driftward posted the revised version of this Agreement incorporating such changes or otherwise notified you of such changes.
2. Changes to the Site or Services.
We reserve the right, at any time and from time to time, temporarily or permanently, in whole or in part, to: modify or discontinue the Site or Services, with or without notice; charge fees in connection with the use of the Site or Services; modify or waive any fees charged in connection with the Site or Services; or offer opportunities to some or all users of the Site or Services. You agree that we shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Site or of any Service, content, feature or product, in whole or in part. Your continued access to or use of the Site or Services after such changes will indicate your acceptance of such changes.
3. Application & Scope of this Agreement; Additional Terms.
This Agreement applies to all persons who access the Site and/or Service and all persons who use the Site and/or Service, regardless of whether such use is of free or paid portions of the Site and/or Service, including users who register on the Site or for a Service, in each case with respect to all uses of, and activities relative to, the Site and/or Services.
Your accessing or using any portion of the Site and/or Service constitutes your consent to this Agreement. You agree that such acceptance will have the same force and effect as if you had manually signed a paper version of this Agreement. You hereby irrevocably waive any rights that you may have under any applicable law to use or receive physical copies of this Agreement.
When accessing or using certain parts of the Site and/or Services you may be asked to agree that you are subject to any additional terms and conditions posted by us on the Site or otherwise made available to you via the Service that are applicable to such parts of the Site and/or Services (“Additional Terms”). Additional Terms may also include terms posted on the Site and/or Services, including, for example:
- portions of the Site or Service that describe the fees, charges, discounts, shipping terms or other specific terms that will apply to certain products and services; and
- rules, guidelines, manuals, policies and other documents posted on the Site and/or via Services relating to proper use of various products and services.
In the event of any conflict between this Agreement and any Additional Terms, the Additional Terms shall prevail with respect to the specific portion of the Site and/or Service with respect to which such Additional Terms apply. In all other cases, the Agreement shall prevail.
4. User Qualifications
The Site and Services are designed for adults 18 years of age or older. Users under the age of 18 are not permitted to use the Site or Services. BY ACCESSING OR USING THE SITE OR SERVICES, YOU AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT AND THAT YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. By accessing, using and/or registering for any account on, the Site and/or Services on behalf of any third party (e.g. your employer) you are representing to us that you are an authorized representative of that third party and that your access, use and/or registration of or on the Site and Services on their behalf constitutes their acceptance of this Agreement.
Additional user qualifications may apply to specific Services. There may be more than one category of user and each category may have unique user qualifications.
5. User Obligations & Responsibilities
You acknowledge and agree that you (and not Driftward) are responsible for obtaining and maintaining all telecommunications, broadband, and computer hardware, equipment and services needed to access and use the Site or Services, and paying all charges related thereto.
The quality (e.g., the resolution) of streaming content, as well as the download speed of downloadable content, may be affected by a variety of factors such as your location, the content being streamed or downloaded and the speed of your Internet connection. Driftward makes no representation or warranty regarding access to content available through the Site or in connection with Services, including the quality of streaming content and the download speed of downloadable content.
Your ability to access the Site and/or any Services and the quality of your user experience may depend on whether you are using appropriate hardware and/or software to access and use the Site and/or Services. Hardware, software and other technological requirements suggested for optimal use of the Site and Services may be posted within the Site and/or Services, but Driftward makes no representation, warranty or guarantee that you will be able to use the Site and Services even if you satisfy such requirements.
You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Site will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our Site for any reconstruction of any lost data.
6. Rules of Conduct
You must comply with all applicable laws, rules and regulations while accessing or using the Site and/or Services. In addition, we expect users to respect the rights and dignity of others. Your use of the Site and/or Services is conditioned upon your compliance with the rules set forth in this section.
You must not:
- Post, transmit, or otherwise make available, through or in connection with the Site or Services, (a) anything that could be (i) threatening, harassing, discriminatory, degrading, hateful or intimidating; (ii) defamatory, fraudulent or otherwise tortious; (iii) obscene, indecent, pornographic or otherwise objectionable; or (iv) related to alcohol, wagering, gambling, tobacco products, ammunition or firearms; (b) anything that could give rise to criminal or civil liability (including any material protected by copyright, trademark, trade secret, right of publicity, or any other proprietary right for which you do not have the express prior consent of the owner of such right or in violation of any contractual, fiduciary or other legal obligation), or that encourages conduct that would constitute a criminal offense; (c) any virus, worm, Trojan horse, Easter egg, time bomb, spyware, or other computer code, file or program that is potentially harmful or invasive, or may or is intended to damage or hijack the operation of, or to monitor the use of, any hardware, software or equipment; (d) any unsolicited or unauthorized advertising, promotional material, "junk mail," "spam," "chain letter," "pyramid scheme," investment opportunity or other form of solicitation; or (e) any material, non-public information about a company or any securities or other financial instrument, without the proper authorization to do so.
- Use the Site or Services (a) to defame, abuse, harass, stalk, threaten, harvest or collect personally identifiable information, or otherwise violate the legal rights of others, including rights of privacy or publicity; (b) to impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with any person or entity, or state or imply that we endorse any of your statements; or (c) for any other fraudulent or unlawful purpose.
- Interfere with or disrupt the operation of the Site or Services or the servers or networks used to make the Site or Services available (including by taking any action that imposes an unreasonable or disproportionately large load upon the Site or in connection with the Services or upon such servers or networks) or violate any requirements, procedures, policies or regulations of such servers or networks.
- Restrict or inhibit any other person from using the Site or Services (including by hacking or defacing the Site).
- Use the Site or Services to advertise or offer to sell or buy any goods or services other than properly using any functionalities provided by Driftward as part of the Site or Services specifically for such purposes or with Driftward’s express prior written consent.
- License, sublicense, transfer, assign, reproduce, duplicate, copy, sell, resell, distribute, or exploit for any commercial purposes the Site or Services or any access to or use of the Site or Services.
- Modify, adapt, make derivate works of, translate, reverse engineer, decompile or disassemble the Site or Services.
- Remove any copyright, trademark or other proprietary rights notice from the Site or Services or any materials available through the Site or Services.
- Frame or mirror any part of the Site or Services without Driftward’s express prior written consent.
- Systematically download or store content from the Site or Services.
- Use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or in any way gather content of the Site or in connection with the Services or reproduce or circumvent the navigational structure or presentation of the Site or Services without Driftward’s express prior written consent. Notwithstanding the foregoing, Driftward grants the operators of public search engines permission to use spiders to copy materials from the Site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials. Driftward reserves the right to revoke these exceptions either generally or in specific cases.
We may terminate your use of the Site or Services for any conduct that we consider to be inappropriate, or for your breach of this Agreement, including the Rules of Conduct set forth above (including, without limitation, if you repeatedly engage in copyright infringement via or in connection with the Site or Services).
7. Privacy; How We Use Personal Information Submitted Through the Site and/or Services.
8. User Submissions; User-Generated Content.
Submissions. The Site or Services may make available certain functionality (for example, message boards, forums, blogs, chat functionality, messaging functionality and comment functionality, among other services) through which you are able to post, send or make available information and materials for use by Driftward and/or other users of the Site and/or Services (each, a “Submission”). For clarity, Submissions include any feedback, ideas or suggestions in any format, including suggestions or ideas for improvements to our software or Site design, that you transmit or submit to us regarding the Site and/or the Services or any other matter.
Our Rights to Use Your Submissions. For each Submission that you make available through or in connection with the Site or Services, you hereby grant to us a world-wide, royalty-free, fully paid-up, non-exclusive, perpetual, irrevocable, transferable and fully sublicensable (through multiple tiers) license, without additional consideration to you or any third party, to reproduce, distribute, perform and display (publicly or otherwise), adapt, modify and otherwise use and exploit such Submission, in any format or media now known or here after developed, and for any purpose (including promotional purposes, such as displaying a user comment on the front page of the Site or Services as a testimonial).
Your Rights to Your Submissions. For purposes of clarity, since you only grant to us a non-exclusive license to your Submissions, you retain any ownership rights that you may have in any of the Submissions that you make available, subject to the terms and conditions of this Agreement. This means that you can use your Submissions for any purpose you wish outside of the Site and/or Services even after providing the Submissions to us.
We Disclaim Responsibility For The Content of Submissions. You understand that when using the Site and/or Services, you may be exposed to Submissions from a variety of sources, including other users, and that neither Driftward nor any Driftward Entities are responsible for the accuracy, usefulness, or intellectual property rights of or relating to such Submissions. You further understand and acknowledge that you may be exposed to content that is inaccurate, offensive, indecent or objectionable, and You agree to waive, and hereby do waive, any legal or equitable rights or remedies You have or may have against Driftward and Driftward Entities with respect thereto. Driftward does not endorse any Submission or any opinion, recommendation or advice expressed therein, and Driftward expressly disclaims any and all liability in connection with Submissions. Without limiting the foregoing, Driftward may (but has no obligation to) monitor, evaluate or alter Submissions before or after they appear on the Site or in connection with the Services. We may disclose any Submissions and the circumstances surrounding their transmission to anyone for any reason or purpose. In addition, the Driftward Entities have no control over, and shall have no liability for, any damages resulting from the use (including republication) or misuse by any third party of your Submissions. IF YOU CHOOSE TO MAKE ANY OF YOUR PERSONALLY IDENTIFIABLE OR OTHER INFORMATION PUBLICLY AVAILABLE ON THE SITE OR SERVICE OR OTHERWISE TO ANY THIRD PARTY, YOU DO SO AT YOUR OWN RISK.
9. Driftward’s Proprietary Rights; Your Limited Right to Use Driftward Content
We and/or our licensors, sponsors, partners, advertisers, content providers or other third parties own the information and materials made available through the Site and/or Services, including, without limitation, (i) Driftward’s and third party trademarks, service marks, logos, brands, and brand names, trade dress and trade names and other distinctive identification (collectively "Driftward Marks"); and (ii) information, data, materials, interfaces, computer code, databases, products, services, software applications and tools, text, images, photographs, audio and video material, and artwork that appears on the Site and/or Services, and (iii) the design, structure, selection, compilation, assembly, coordination, expression, functionalities, applications, look and feel, and arrangement of any content contained in or available through the Site and/or Services (the items identified in subsections (i) (ii) and (iii) shall be collectively referred to herein as "Driftward Content"). Such information and materials are protected by copyright, trademark, patent and/or other proprietary rights and laws. Except as expressly authorized in advance by us, you agree not to reproduce, modify, rent, lease, loan, sell, distribute or create derivative works based on, all or any part of the Site or Services or any Driftward Content or other information or materials made available through the Site or Services. The reproduction, transmission, distribution, sale, publication, broadcast, circulation or dissemination of any Driftward Content by you, or by you through any other person or entity, is prohibited unless express written consent is separately obtained from Driftward or the owner of such content if Driftward is not the owner. Any use of the Driftward Marks without Driftward’s express written consent or as expressly permitted by this Agreement is strictly prohibited. You may not alter, delete, obscure or conceal any copyright or other notices appearing in the Driftward Content, including any such notices appearing on any Driftward Content you are permitted to download, transmit, display, print, or reproduce from the Site and/or Services. Nothing contained on the Site or Services should be construed as granting, by implication, estoppel or otherwise, any license or right to use any Driftward Content without the express prior written consent of the owner.
Subject to your compliance with all terms of this Agreement, you are granted a limited, non-exclusive, non-transferable, non-sublicensable license to use Driftward Content made available to you by the proper and intended functionality of the Site and Services and to print a single hard copy or download a single electronic copy for your personal use only of any materials made available on the Site and Service for printing or download, as applicable.
10. Third Party Content; Links.
Driftward shall have the right, at any time, to block links to the Site or Services through technological or other means without prior notice.
You may link to the homepage of the Site, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our express consent.
11. Accuracy of Information; Products, Content and Specifications.
Without limiting the generality of any other provisions of this Agreement, the content provided through the Site and/or or in connection with the Services (including Driftward Content and Third Party Content) is designed to only provide information on the subject matter covered. However, such content provided on or in connection with the Site or Services may be inaccurate, incomplete or out of date. Accordingly, we make no representation as to the completeness, accuracy or currentness of such content, including all descriptions, images, references, features, content, specifications, products and prices of products and services described or depicted on the Site or Services. Such content is also subject to change at any time without notice. Certain weights, measures and similar descriptions are approximate and are provided for convenience purposes only.
The Site and/or Services may contain advertisements of third parties. The inclusion of advertisements on the Site and/or Services does not imply endorsement of the advertised products, information or services by Driftward or any Driftward Entities. Driftward shall not be responsible for any loss or damage of any kind incurred as a result of the presence of such advertisements on the Site and/or Services. Further, Driftward shall not be responsible or liable for the statements or conduct of any third party advertisers appearing on the Site and/or Services. If you decide to access any of the third party sites linked to the Site and/or Services (including via any links in any banner advertisements displayed on the Site and/or Services), you do so entirely at your own risk. You shall be solely responsible for any correspondence or transactions you have with any third party advertisers.
13. Terms Applicable to You if You Register for Services.
Certain parts of the Site and/or Services may only be available with registration or login.
When you complete any registration, application or other informational form, you represent and warrant that all information submitted to Driftward in connection with any such registration is complete and accurate and that you satisfy all criteria, requirements and qualifications for the category of use that you are applying or registering for. We may reject, or require that you change, for any reason, your category of use, any user name, password or other information that you provide to us in registering. We reserve the right to revoke any users’ registration or other status for any reason at our sole discretion.
You are responsible for keeping your registration and other account information current by notifying us of any changes. Any user name and password granted in connection with the Site and/or Services are for your personal use only and should be kept confidential; you (and not Driftward) are responsible for any use or misuse of your user name or password, and you must promptly notify us of any confidentiality breach or unauthorized use of your user name or password, or your account. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. We are not liable for any loss or damage arising from your failure to comply with any of the foregoing obligations.
You must contact Driftward immediately if you become aware of or believe there is or may have been any unauthorized use of your personal registration, login or account information, or otherwise wish to deactivate your account or change your username or password due to security concerns. Please contact firstname.lastname@example.org for any such purposes.
When using the Site and/or Services via an account, the features of that account may permit you to store data, preferences set by you, content or other information for your convenience, but Driftward is under no obligation to retain any such data, preferences, content or other information, including, without limitation, any usage or personal information that you may have stored.
14. Products and Services; Payment.
If you purchase any of our products or services, you agree to pay us the applicable fees and taxes as stated within the Site and/or Services at the time of purchase, including shipping fees, and you acknowledge that payment for your order may be processed upon submission of your order through the Site or Services. Failure to pay these fees and taxes may result in the termination or refusal of your access to such products or services. Your purchase may be subject to foreign exchange fees or differences in prices based on location (e.g. exchange rates). Driftward is not responsible for customs fees incurred from imported goods. The risk of loss and title for all products you order passes to you upon our delivery to the carrier (such as FedEx, UPS, or USPS). You assume responsibility for any additional charges on rejected packages. This Agreement describes additional terms applicable to certain types of fees and payments, but nothing herein shall restrict Driftward from charging or using other types of fees and payment methods.
Prices; Products and Services
Prices for our products and services are subject to change without notice. We reserve the right at any time to modify or discontinue any product or service (or any part or content thereof) without notice at any time. We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of any product or service. In the event of a pricing error on our website, Driftward reserves the right to cancel any orders resulting from such pricing errors.
Limitations on Products and Services
Certain products or services may be available exclusively online through the Site. These products or services may have limited quantities. We reserve the right, but are not obligated, to limit the sales of our products or services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products or services that we offer. All descriptions of products and services or pricing therefor are subject to change at any time without notice, in our sole discretion. We reserve the right to discontinue any product or service at any time. Any offer for any product or service made on the Site is void where prohibited.
We attempt to describe the products and services offered through the Site and Services as accurately as possible. However, we do not warrant that these descriptions or other content of the website are absolutely accurate, complete, reliable, current or error-free. Further, we do not warrant that the quality of any products, services, information, or other material purchased or obtained by you will meet your expectations, or that any errors in any product or service will be corrected. You may not use our products for any illegal or unauthorized purpose nor may you, in the use of the Services, violate any laws in your jurisdiction.
Limitations on Orders; Accuracy of Billing and Account Information
We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors.
You agree to provide current, complete and accurate purchase and account information for all purchases made on the Site or Services. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.
Credit/Debit Card and other Payment Transactions.
[No Refunds or Returns. All sales placed through the Site or Services are final. Driftward has a no return and no refund policy. If you receive the wrong product or the product is damaged when it arrives to you please contact email@example.com]
15. DISCLAIMER OF WARRANTIES.
THE SITE, SERVICES AND ANY PRODUCTS, GOODS OR SERVICES MADE AVAILABLE THROUGH OR IN CONNECTION WITH THE SITE OR SERVICES ARE PROVIDED TO YOU “AS IS” WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY. YOU AGREE THAT YOU MUST EVALUATE, AND THAT YOU BEAR ALL RISKS ASSOCIATED WITH, THE USE OF THE SITE OR SERVICES, AND ANY PRODUCTS, GOODS OR SERVICES MADE AVAILABLE THROUGH OR IN CONNECTION WITH THE SITE OR SERVICES, INCLUDING WITHOUT LIMITATION, ANY RELIANCE ON THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY MATERIALS AVAILABLE THROUGH THE SITE OR SERVICES. THE DRIFTWARD ENTITIES DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SITE, SERVICES AND ANY PRODUCTS, GOODS OR SERVICES OBTAINED OR MADE AVAILABLE THROUGH OR IN CONNECTION WITH THE SITE OR SERVICES (INCLUDING WITHOUT LIMITATION, THIRD PARTY PRODUCTS AND SERVICES) TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE, AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE IN TRADE.
WHILE WE TRY TO MAINTAIN THE INTEGRITY AND SECURITY OF THE SITE AND SERVICES AND THE SERVERS FROM WHICH THE SITE AND SERVICES ARE OPERATED, WE DO NOT GUARANTEE THAT THE SITE OR SERVICES WILL BE OR REMAIN SECURE, COMPLETE OR CORRECT, OR THAT ACCESS TO THE SITE OR SERVICES WILL BE UNINTERRUPTED. THE SITE OR SERVICES MAY INCLUDE INACCURACIES, ERRORS AND MATERIALS THAT VIOLATE OR CONFLICT WITH THIS AGREEMENT. ADDITIONALLY, THIRD PARTIES MAY MAKE UNAUTHORIZED ALTERATIONS TO THE SITE OR SERVICES.
16. LIMITATION OF LIABILITY.
THE DRIFTWARD ENTITIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, DAMAGES FOR LOSS OF PROFITS, USE, OR DATA, LOSS OF OTHER INTANGIBLES, LOSS OF SECURITY OF INFORMATION YOU HAVE PROVIDED IN CONNECTION WITH YOUR USE OF THE SITE OR SERVICES, OR UNAUTHORIZED INTERCEPTION OF ANY SUCH INFORMATION BY THIRD PARTIES, WHETHER UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY, AND EVEN IF ADVISED IN ADVANCE OF SUCH DAMAGES OR LOSSES. IN PARTICULAR, AND WITHOUT LIMITATION, THE DRIFTWARD ENTITIES WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE SITE OR SERVICES, OR FROM ANY CONTENT POSTED ON THE SITE OR IN CONNECTION WITH THE SERVICES BY DRIFTWARD OR ANY THIRD PARTY. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SITE OR SERVICES IS TO STOP USING THE SITE OR SERVICES. THE MAXIMUM LIABILITY OF DRIFTWARD FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE) OR OTHERWISE, SHALL BE THE GREATER OF (A) THE TOTAL AMOUNT, IF ANY, PAID BY YOU TO DRIFTWARD DURING THE TWELVE MONTH PERIOD PRIOR TO THE TIME YOUR CLAIM ARISES AND (B) $1,000.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SOME OF THE PRODUCTS AND SERVICES AVAILABLE VIA THE SITE OR SERVICES MAY BE PROVIDED BY INDEPENDENT CONTRACTORS OR OTHER THIRD PARTIES AND NOT AGENTS OR EMPLOYEES OF DRIFTWARD. THE DRIFTWARD ENTITIES ARE NOT LIABLE FOR THE ACTS, ERRORS, OMISSIONS, REPRESENTATIONS, WARRANTIES, BREACHES OR NEGLIGENCE OF ANY SUCH PRODUCT OR SERVICE PROVIDERS OR FOR ANY PERSONAL INJURIES, DEATH, PROPERTY DAMAGE, OR OTHER DAMAGES OR EXPENSES RESULTING THEREFROM.
YOU ACKNOWLEDGE AND AGREE THAT DRIFTWARD HAS OFFERED THE SITE AND SERVICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND DRIFTWARD, AND THAT THE DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND DRIFTWARD. DRIFTWARD WOULD NOT BE ABLE TO PROVIDE THE SITE OR SERVICES, OR THE PRODUCTS, GOODS AND SERVICES MADE AVAILABLE THROUGH OR IN CONNECTION WITH THE SITE OR SERVICES, TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE ABOVE LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND DRIFTWARD’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
Except to the extent prohibited under applicable law, you agree to defend, indemnify and hold harmless each of the Driftward Entities from and against all claims, losses, costs and expenses (including attorneys’ fees) arising out of (a) your use of, or activities in connection with, the Site or Services; (b) any violation or alleged violation of this Agreement by you; or (c) any claim that any of your Submissions or any use or exploitation thereof caused damage to or infringed upon or violated the rights of a third party, including past, present or future infringement, misappropriation, libel, defamation, invasion of privacy or right of publicity, or violation of any right related to the foregoing. Driftward will provide prompt written notice of any such claims, but failure to provide such notice will not release you from any of your obligations pursuant to this Section except to the extent that you are actually prejudiced by such failure, and will not relieve you from any other liability that you may have to the Driftward Entities other than under this Section.
18. Force Majeure.
Driftward shall be excused from performance under these Terms to the extent it is prevented from or delayed from performing, in whole or in part, as a result of an event or series of events caused by or resulting from (1) weather conditions or other elements of nature or acts of God, (2) acts of war, acts of terrorism, insurrection, riots, civil disorders or rebellion, (3) pandemic, quarantines or embargoes (including related to COVID-19), (4) labor strikes, or (5) other causes beyond the reasonable control of Driftward, whether foreseeable or unforeseeable.
19. Term and Termination.
This Agreement is effective until terminated. Driftward may terminate your access to or use of the Site or Services, at any time and for any reason, including if Driftward believes that you have violated or acted inconsistently with the letter or spirit of this Agreement. Upon any such termination, your right to access or use the Site or Services will immediately cease. You agree that any termination of your access to or use of the Site or Services may be effected without prior notice, and that Driftward may immediately deactivate or delete any password and user name of yours, and all related information and files associated with it, and/or bar any further access to such information or files. You agree that Driftward shall not be liable to you or any third party for any termination of your access to the Site or Services or to any such information or files, and shall not be required to make such information or files available to you after any such termination. Provisions of this Agreement and any Additional Terms that grant you rights to access and use the Site and Services or obligate us to provide the Site or Services to you shall terminate upon any termination of this Agreement. All other provisions of this Agreement and any Additional Terms that by their terms or content are intended to apply following termination (including any and all licenses to content granted to us), shall survive any expiration or termination of this Agreement.
20. Governing Law and Arbitration.
This Agreement is governed by the laws of the State of California, U.S.A., without regard to its conflicts of law provisions, and regardless of your location. Neither the Uniform Computer Information Transaction Act nor the United Nations Convention on Contracts for International Sale of Goods apply and their applicability is expressly excluded. ALL DISPUTES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY ASPECT OF THE RELATIONSHIP BETWEEN YOU AND DRIFTWARD, WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION OR ANY OTHER LEGAL THEORY, SHALL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY AND, BY YOUR ACCESS TO OR USE OF THIS SITE OR SERVICES, YOU AGREE THAT YOU AND DRIFTWARD ARE EACH WAIVING OUR RIGHT TO TRIAL BY A JURY. BY YOUR ACCESS TO OR USE OF THE SITE OR SERVICES, YOU AGREE THAT ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED AND, BY YOUR ACCESS TO OR USE OF THE SITE OR SERVICES, YOU ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION. The arbitration will be administered by the American Arbitration Association under its Commercial Arbitration Rules, as amended by this Agreement. Any in-person hearings or appearances shall be held in Los Angeles County, State of California, U.S.A. Arbitration proceedings shall be conducted in a manner that preserves confidentiality. The arbitrator's decision shall follow this Agreement and shall be final and binding. The arbitrator shall have authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance of this Agreement, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof.
21. Statute of Limitations.
Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to your use of the Site and/or Services, or the products, goods or services made available through or in connection with the Site or Services, must be filed by you within one (1) year after such claim or cause of action arose or be forever barred.
22. Jurisdictional Issues.
The Site and the Services are controlled and operated by Driftward from the United States, and are not intended to subject Driftward to the laws or jurisdiction of any state, country or territory other than that of the United States. Driftward neither represents nor warrants that the Site or the Services or any part thereof is appropriate or available for use in any particular jurisdiction other than the United States. In choosing to access the Site or Services from any jurisdiction outside the United States, you do so on your own initiative and at your own risk, and you are responsible for complying with all local laws, rules and regulations. You are also subject to United States export controls and are responsible for any violations of such controls, including any United States embargoes or other federal rules and regulations restricting exports. We may limit the availability of the Site or the Services, in whole or in part, to any person, geographic area or jurisdiction we choose, at any time. Not all products or services described on the Site or the Services are available in all states, territories or jurisdictions.
23. Copyright Infringement Claims.
The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials available on the Site or in connection with the Services infringe your copyright, you (or your agent) may send Driftward a written notice by mail, email or fax, requesting that Driftward remove the material or block access to it. If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send Driftward a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. See http://www.copyright.gov/ for details. Notices and counter-notices should be sent to Driftward’s DMCA Agent: by mail to 200 N. Pacific Coast Hwy, Suite 110, El Segundo, California, 90245; or by email to firstname.lastname@example.org
We suggest that you consult your legal advisor before submitting a notice or counter-notice.
24. Notice for California Residents.
Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: If you have a question or complaint regarding the Site or Services, please contact us by writing to 200 N. Pacific Coast Hwy, Suite 110, El Segundo, California, 90245, or by calling us at 310.376.7800 or sending an email to email@example.com California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (800) 952-5210.
This Agreement does not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and Driftward. If any provision of this Agreement is found to be unlawful, void or for any reason unenforceable, that provision will be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provision. You may not assign, transfer or sublicense any or all of your rights or obligations under this Agreement without our express prior written consent, and any prohibited assignment, transfer or sublicense is void. We may assign, transfer or sublicense any or all of our rights or obligations under this Agreement without restriction. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof. This, together with all policies referred to herein, is the entire Agreement between you and Driftward relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and Driftward relating to such subject matter. Notices to you may be made via posting to the Site or through the Services, by e-mail, or by regular mail, in Driftward’s discretion. The Site or Services may also provide notices of changes to this Agreement or other matters by displaying such notices or by providing links to such notices. Without limitation, you agree that a printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Driftward will not be responsible for failures to fulfill any obligations due to causes beyond its control.
26. Contact Us.
If you have any questions regarding the meaning or application of this Agreement, please direct such questions to firstname.lastname@example.org Please note that e-mail communications will not necessarily be secure; accordingly, you should not include credit card information or other sensitive information in your e-mail correspondence with us.